SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section
14(d)(1) of the Securities Exchange Act of 1934
(Amendment No. 4)
and
SCHEDULE 13D
(Amendment No. 5)
_______________
CAPCO Automotive Products Corporation
(Name of subject company)
Eaton Corporation
Eaton Acquisition Corporation
(Bidders)
Common Stock, Par Value $0.01 Per Share
(Including the Associated Preferred Stock Purchase Rights)
(Title of class of securities)
139168 10 8
(CUSIP number of class of securities)
Gerald L. Gherlein, Esq.
Eaton Corporation
Eaton Center
1111 Superior Avenue, N.E.
Cleveland, Ohio 44114
(216) 523-5000
(Name, address and telephone number of person
authorized to receive notices and communications on
behalf of bidder)
Copy to:
Daniel A. Neff, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000
Calculation of Filing Fee
Transaction valuation* Amount of filing fee**
$134,749,375 $26,950
<PAGE>
* Based on the offer to purchase all outstanding shares of Common
Stock of the subject company (other than the 805,000 shares of
common stock beneficially owned by Eaton Corporation), together
with the associated preferred stock purchase rights at a purchase
price of $12.50 cash per share, and the number of shares of Common
Stock outstanding and issuable under outstanding options as
represented by the subject company in the Agreement and Plan of
Merger dated as of March 27, 1996 (11,584,950).
** 1/50 of 1% of Transaction Valuation.
[X] Check box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or Schedule and the date of its
filing.
Amount Previously Paid: $26,950 Filing Party: Eaton
Corporation
Form or Registration No.: Schedule 14D-1
Date Filed: March 19 and 29, 1996 <PAGE>
Eaton Corporation ("Eaton") and Eaton Acquisition
Corporation (the "Purchaser") hereby amend and supplement their
Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1")
originally filed on March 19, 1996, as heretofore amended, and
Eaton hereby amends and supplements its Schedule 13D originally
filed on March 18, 1996, as heretofore amended (the "Schedule
13D" and together with the Schedule 14D-1, the "Original
Filings"), with respect to the Purchaser's offer to purchase
all outstanding shares of Common Stock, par value $0.01 per
share (the "Shares"), of CAPCO Automotive Products Corporation,
a Michigan corporation (the "Company), together with any
associated preferred stock purchase rights (the "Right"), at a
price of $12.50 per Share (and associated Right), net to the
seller in cash, without interest thereon, upon the terms and
subject to the conditions set forth in the Offer to Purchase
dated March 19, 1996 (the "Offer to Purchase"), as amended and
supplemented by the Supplement thereto, dated March 29, 1996
(the "Supplement"), and in the related original or revised
Letters of Transmittal (which, together with the Offer to
Purchase and the Supplement, collectively constitute the
"Offer"), as set forth in this combined Amendment No. 4 to the
Schedule 14D-1 and Amendment No. 5 to the Schedule 13D.
Capitalized terms not defined herein have the meanings assigned
thereto in the Original Filings.
Item 10. Additional Information.
The information set forth in paragraph (c) of Item 10 of
the Schedule 14D-1 is hereby amended and supplemented as
follows:
Representatives of Eaton have had discussions with
staff members of the Antitrust Division of the Department
of Justice in connection with Eaton's filing under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended (the "HSR Act"). In this connection, Eaton
refiled today its Premerger Notification and Report Form
under the HSR Act. As a result, the waiting period
required by the HSR Act is scheduled to expire at 11:59
p.m. on April 20, 1996, unless terminated earlier.<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: April 5, 1996
EATON CORPORATION
By: /s/ Gerald L. Gherlein
Name: Gerald L. Gherlein
Title: Executive Vice President
and General Counsel
By: /s/ Earl R. Franklin
Name: Earl R. Franklin
Title: Secretary
EATON ACQUISITION CORPORATION
By: /s/ Earl R. Franklin
Name: Earl R. Franklin
Title: Vice President and
Secretary
